Complex document drafting involves substantially more thought and effort than merely filling in blank lines. Rather, the process involves writing individual terms and clauses with highly particularized and often legal meanings. Those terms and clauses are then assembled into structured documents.
Generally, such structured documents are in the form of legally binding contracts. Contracts, unlike ordinary documents, have a legal effect on the rights of the signing parties and possibly third parties. Consequently, contracts, as well as any other type of legal document affecting individual rights, can be drafted only by experienced professionals.
Drafting competent documents is difficult, especially where the documents have a significant legal impact. Moreover, document draftsmanship depends in large part on the knowledge and experience of the writer. A capable draftsperson will take into account numerous factors in crafting a document, including, for instance, the nature and scope of the subject matter, the characteristics and relative positions of the parties, customary practices in the field, required language, language used in prior dealings, enforceability of terms and conditions, and jurisdictional and choice of law considerations, to name a few.
Document drafting is not easily taught and can be a time consuming process for a novice writer. The stricture of and individual clauses from previously drafted documents can be followed to save time and learn by example. However, every document requires individualized analysis and planning. In addition, old documents, taken in isolation, lack the insight and wisdom imparted by their author during the drafting process.
In a legal setting, teams of attorneys often cooperatively service the document drafting needs of a single client for cost and time efficiency. Some clients require standardized language and consistency becomes a concern. Individual work products can reflect variations in style, skill, and experience level. A sense of consistency, and possibly legal effect, can be lost due to these variations. Moreover, maintaining control over the countless variations in work product poses a major challenge to the attorney responsible to the client.
In the prior art, templates combined with word processing programs provide limited automated document drafting capabilities. Templates enable users to create a table of shareable skeletal boilerplates. Each template can be populated with clauses and specific content based on user selections and pre-defined merge codes, thereby allowing a moderate level of customizability. Nevertheless, document templates provide virtually no writer education and operate at a document level with limited clause and term customizability. Moreover, templates do not provide integrated means for accessing external resource materials.
Similarly, many prior art document generation programs automatically draft documents based on user inputs. An example is the Complete Legal Collection 2001 product, licensed by Parsons Software, a division of Mattel Interactive, Inc., Fremont, Calif. Although able to create customized documents, such programs are typically bundled with a table of generic contract templates that draw on commonly encountered problems. These types of programs draft documents using a generic question and answer format and often fail to fully address the specific needs of a given situation or set of parties. Additionally, the clause or terminology tables are static. These tables cannot store party-specific clauses or to be controlled by an author responsible for ensuring consistency and proper application.
Finally, a prior art contract negotiation and generation system and method is described in U.S. Pat. No. 6,067,531 ('531) to Hoyt et al. A shareable contract database stores contracts with multiple contract components. Several different classes of users can access the contracts, based on their class membership and subject to contract status codes. A contract can be generated for a customer with the user's company participating as a contracting party. The users access the contract components via an applet executing on a client system. The applet facilitates user input and assists in the standardization of legal phrasing and contract negotiation. However, the '531 device does not filter the contracts based on contracting parties. Nor does the '531 device include fine-grained authorization and preference controls to restrict access to individual contract clauses and terms based on the identity of the user or one or more of the parties. Moreover, as the user is itself a party to the contract, contracting terms are inherently pre-disposed to one party's contracting position and ethical “walls” cannot be created to shield individual users from viewing contracts relating to conflicted parties. Finally, the applet is a “zero-footprint” application that must be downloaded onto the client system prior to execution and requires a client-based interpreter.
Therefore, there is a need for an automated approach to drafting complex documents, particularly contracts, capable of imparting expert knowledge to the drafting process independent of the user. Preferably, such an approach would provide a fine-grained authenticated table for storing and retrieving customizable outlines, clauses and terms based on the user and parties. The authentication would ensure control over content and promote consistency in presentation and usage. Such an approach would also be coupled to a comprehensive system of annotations for educational and reference resources.